IMC Holdings Ltd. agreed to acquire Israel's Largest Retail and Online Pharmacy Business from Panaxia Labs Israel Ltd (TASE:PNAX) and Panaxia Logistics Ltd for CAD 7.2 million on April 30, 2021. Under the terms of consideration, The Transaction purchase price will be satisfied by a combination of CAD 2.9 million in cash and CAD 4.3 million in common shares. The Transaction's CAD 2.9 million cash component will be paid in two installments: the first half upon the first closing, which is expected to occur within 10 business days of the definitive agreement signing, and the second half on May 20, 2021. IMC will issue the Consideration Shares to Panaxia in two installments: the first half will be paid by July 30, and the second half will be paid upon the second closing. If the second closing occurs prior to July 30, then full consideration will be completed by the second closing. The Consideration Shares component of the CAD 4.3 million will be determined based on an issue price equal to the closing price of the Company's common shares on the Nasdaq Capital Markets immediately prior to the second closing. On July 30, 2021, the Company issued the first instalment of 142,007 Consideration Shares representing an aggregate value equal to approximately CAD 0.711 million with up to four additional instalments expected. As of November 18, 2021, following the announcements regarding the second and third installments on September 8, 2021 and October 20, 2021 respectively, on November 16 2021, the company issued the fourth installment of 298,529 consideration shares in connection with the transaction at a price of CAD 3.089 per consideration Share. The fifth and final instalment of consideration shares will be issuable in connection with the second closing of the transaction, to occur upon receipt of approval from the Israeli Ministry of Health.

The Transaction will close in two stages, with the option of a third stage. Upon the first closing, all online-related activities and intellectual property are transferred to the Company, including, but not limited to, the online sales platform for medical cannabis products, a CRM platform and use of a large storage facility to support the operations of Panaxia to the Home. The second closing, which is subject to Israeli Ministry of Health ("MOH") approval, is expected to occur before July 30, 2021, or upon receipt of MOH approval. Upon the second closing, Panaxia will transfer its IMC-GDP license for distribution of medical cannabis to the Company. As of June 1, 2021, IM Cannabis Corp. announced the first closing of the deal.

As of March 15, 2022, IMC Holdings received the requisite IMCU approval to acquire an IMC-GDP license for distribution of medical cannabis from Panaxia Pharmaceutical Industries Israel Ltd. and Panaxia Logistics Ltd. e Panaxia Pharmacy Closing is expected to occur in Q3 2022.